Greenidge (NASDAQ: GREE) revises 2026 note swap terms and reports tenders
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Greenidge Generation Holdings Inc. updated investors on changes to its exchange offer for its 8.50% Senior Notes due 2026. For each $25.00 principal amount of Old Notes tendered, holders will now receive $25.00 principal amount of New Notes plus two shares of Class A common stock. The company removed the Early Tender Premium and Early Tender Date features and waived the previous closing condition that at least $11.0 million in principal amount of Old Notes be tendered. As of the March 25, 2026 withdrawal deadline, Old Notes with $36,663,875 principal amount were outstanding and $1,334,025 principal amount had been validly tendered and not withdrawn. Holders who already tendered do not need to take further action to receive the revised consideration.
Positive
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Insights
Greenidge sweetens its 2026 note exchange but preliminary uptake is modest.
Greenidge is trying to adjust its debt profile by exchanging its 8.50% Senior Notes due 2026 into new notes plus equity. The revised terms give each tendering holder New Notes equal to the Old Notes’ principal plus two Class A shares per $25.00 principal amount.
The company also removed the Early Tender Premium concept and waived the $11.0 million minimum tender condition, lowering hurdles to close the deal. As of the March 25, 2026 withdrawal date, Old Notes with $36,663,875 principal amount were outstanding and $1,334,025 had been tendered.
This level of participation suggests limited holder acceptance so far, which may influence how much of the existing note balance is ultimately restructured into the new mix of debt and equity. Future company communications or updated exchange tallies will clarify final participation levels.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
___________________________________
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
( | ||||||||
(Registrant's telephone number, including area code) | ||||||||
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 – Other Events. | ||
On March 25, 2026, Greenidge Generation Holdings Inc. (the “Company”) issued a press release regarding the Company’s exchange offer for its outstanding 8.50% Senior Notes due 2026 commenced on March 11, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.
Cautionary Note Regarding Forward-Looking Statements
This report, including Exhibit 99.1 furnished herewith, includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the Company’s financial or operating results. These forward-looking statements may be identified by terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,” “intend,” “plan,” “may,” “will,” “would,” “could,” and “should,” and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this report include, among other things, statements regarding the business plan, business strategy and operations of the Company in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future are forward looking statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described under the heading “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended from time to time, its subsequently filed Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission. Consequently, all of the forward-looking statements made in this report are qualified by the information contained under this caption. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements in this report. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of the Company could differ materially from the results expressed in, or implied by, any forward-looking statements. All forward-looking statements speak only as of the date of this report and, unless otherwise required by U.S. federal securities law, the Company does not assume any duty to update or revise any forward-looking statements included in this report, whether as a result of new information, the occurrence of future events, uncertainties or otherwise, after the date of this report.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
99.1 | Press Release, dated March 25, 2026. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Greenidge Generation Holdings Inc. | |||||
By: | /s/ Jordan Kovler | ||||
Name: | Jordan Kovler | ||||
Title: | Chief Executive Officer | ||||
Date: March 25, 2026
Greenidge Generation Announces Amendments to and Preliminary Results of Exchange Offer
Pittsford, NY – March 25, 2026 – Greenidge Generation Holdings Inc. (Nasdaq: GREE) (“Greenidge” or the “Company”), a vertically integrated power generation company focused on datacenters and infrastructure development, today announced that it has amended the terms of its previously announced offer to exchange (the “Exchange Offer”) its outstanding 8.50% Senior Notes due 2026 (the “Old Notes”), which trade on the Nasdaq Global Select Market under the symbol “GREEL”.
The Company is hereby amending the Offer to Exchange, dated March 11, 2026 (the “Offer to Exchange”) and related documents, to (i) revise the consideration so that all holders that validly tender their Old Notes for exchange in the Exchange Offer will receive $25.00 principal amount of New Notes and two (2) shares of the Company’s Class A Common Stock, $0.0001 par value per share for each $25.00 principal amount of Old Notes exchanged, (ii) remove the concepts of Early Tender Premium and Early Tender Date, and (iii) waive the closing condition that at least $11.0 million in principal amount of Old Notes be validly tendered for exchange in the Exchange Offer.
Holders of Old Notes that validly tendered and did not withdraw their Old Notes as of 5:00 p.m., New York City time, on March 25, 2026 (the “Withdrawal Date”) do not need to take any further action to receive the consideration in the Exchange Offer.
According to the information provided to Greenidge by Computershare Trust Company, N.A., the exchange agent in connection with the Exchange Offer, the following aggregate principal amount of the Old Notes set forth in the table below was validly tendered and not properly withdrawn as of the Withdrawal Date:
| Title of Security | CUSIP Number | Principal Amount Outstanding | Aggregate Principal Amount Validly Tendered and Not Properly Withdrawn as of the Withdrawal Date | ||||||||
| 8.50% Senior Notes Due 2026 | 39531G209 | $36,663,875 | $1,334,025 | ||||||||
Information Relating to the Exchange Offer
The complete terms and conditions of the Exchange Offer, as amended by this press release, are set forth in the Offer to Exchange, which sets forth a detailed description of the Exchange Offer. Greenidge refers investors to the Offer to Exchange, as amended by this press release, for the complete terms and conditions of the Exchange Offer. Investors with questions regarding the terms and conditions of the Exchange Offer may contact our information agent as follows:
D.F. KING & CO., INC.
Banks and Brokers call: (212) 596-7578
Toll free: (800) 347-4826
Email: GREE@dfking.com
About Greenidge Generation Holdings Inc.
Greenidge Generation Holdings Inc. (Nasdaq: GREE) is a vertically integrated power generation company, focusing on datacenters, electrical and infrastructure development, engineering, procurement, construction management, operations and site maintenance.
Forward-Looking Statements
This press release includes certain statements that may constitute “forward-looking statements.” All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the Company’s financial or operating results. These forward-looking statements may be identified by terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,” “intend,” “plan,” “may,” “will,” “would,” “could,” and “should,” and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this press release include, among other things, the business plan, business strategy and operations of the Company in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future are forward looking statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described under the heading “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended from time to time, its subsequently filed Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission. Consequently, all of the forward-looking statements made in this press release are qualified by the information contained under this caption. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements in this press release. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of the Company could differ materially from the results expressed in, or implied by, any forward-looking statements.
Contacts
Investors
investorrelations@greenidge.com
Media
Longacre Square Partners
Kate Sylvester / Kendall Heebink
greenidge@longacresquare.com
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FAQ
What did Greenidge Generation (GREE) announce regarding its 2026 notes?
Greenidge announced amended terms and preliminary results for its exchange offer of 8.50% Senior Notes due 2026. The company adjusted the consideration mix, removed early tender features, and waived a prior minimum tender condition to make completion of the exchange more flexible.
What are the new exchange terms for Greenidge’s 8.50% Senior Notes due 2026?
For each $25.00 principal amount of Old Notes tendered, holders will now receive $25.00 principal amount of New Notes plus two shares of Greenidge’s Class A common stock. This revised structure replaces earlier terms that had included an Early Tender Premium and Early Tender Date concept.
How many of Greenidge’s 2026 notes were tendered as of March 25, 2026?
As of the March 25, 2026 withdrawal date, $36,663,875 principal amount of the 8.50% Senior Notes due 2026 was outstanding, and $1,334,025 principal amount had been validly tendered and not withdrawn. These figures provide an early look at investor participation in the exchange offer.
Do holders who already tendered Greenidge notes need to take further action?
Holders who validly tendered and did not withdraw their Old Notes by 5:00 p.m. New York City time on March 25, 2026 do not need to take any further action. They will automatically receive the revised combination of New Notes and Class A common stock described in the amended exchange terms.
What key conditions did Greenidge remove from its exchange offer?
Greenidge removed the Early Tender Premium and Early Tender Date concepts and waived the closing condition requiring at least $11.0 million principal amount of Old Notes to be tendered. These changes reduce structural hurdles and allow the company to proceed even with lower participation levels.
Which Greenidge securities are involved in this exchange offer update?
The update concerns Greenidge’s 8.50% Senior Notes due 2026, which trade under symbol GREEL, and its Class A common stock. Tendering noteholders now receive New Notes plus Class A shares, linking the company’s debt restructuring effort directly to its equity capitalization.
Filing Exhibits & Attachments
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Greenidge Generation Holdings Inc